The Companies Act 2006 - Meetings and Resolutions Q&A

Q. A company has called an extraordinary general meeting (EGM) for the 2nd October 2007, does this still need to go ahead?A. If the notice of the meeting was circulated before 1st October 2007, the meeting should go ahead as the notice was circulated under the 1985 Companies Act.

Q. After 1st October 2007 does a company still need to hold an extraordinary general meeting (EGM) to pass an extraordinary resolution?A. After 1st October 2007 a company will only have to hold an EGM to pass an extraordinary resolution if it is stated in the company's articles.

Q. Has the 2006 Act removed the requirement to pass an extraordinary resolution?A. Yes, for example the Insolvency Act 1986 stated a company had to pass an extraordinary resolution to wind up a company. This is no longer the case as a consequential amendment has been made to the Insolvency Act 1986 to change the requirement from an extraordinary resolution to a special resolution.

Q. Can any resolution that was passed as an extraordinary resolution under the Companies Act 1985 now be passed as a special resolution?A. Yes.

Q. What are the new provisions regarding AGM's (Annual General Meetings)A. Under the Companies Act 2006 private companies will no longer be required to hold annual general meetings, however the shareholders will still be involved in the decision making process of the company.

The Act was drafted so many of these decisions can be made by written resolution although the company will still need to hold meetings to dismiss a director or remove an auditor before the end of the term of office. The shareholders and directors also still have the power to call a meeting, if required.

The affect of the new provisions is dependent on what is currently in a companyâ��s articles. An existing private company would still need to pass a resolution to remove any existing clauses regarding annual general meetings from its articles. Notice of this resolution would be circulated to the members before it could be passed or agreed to.

Q. Following the 1st October 2007 are there any wording or requirements changes for passing special / written resolutions?A. Companies House would expect the resolution to state; the resolution type, the fact it was passed / agreed by the members or directors, the date it was passed and it has been signed by an officer of the company.